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Share Purchase Agreement Between Shareholders

Share Purchase Agreement Between Shareholders Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for a UAE mainland LLC technology company, where two existing shareholders are purchasing an additional 30% stake from a third shareholder, with completion planned for March 2025 and including post-completion non-compete provisions."

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Document background
The Share Purchase Agreement Between Shareholders is a crucial document used when existing shareholders of a UAE company wish to transfer shares among themselves. This agreement is essential for companies operating under UAE jurisdiction, whether mainland companies or those in free zones, and must comply with Federal Law No. 32 of 2021 (UAE Commercial Companies Law) and other relevant regulations. The document typically includes detailed provisions on share valuation, payment terms, warranties, representations, pre-completion and post-completion obligations, and specific requirements for share transfer documentation under UAE law. It's particularly important for ensuring proper documentation of ownership changes, protecting both buyers' and sellers' interests, and maintaining compliance with local corporate governance requirements and ownership restrictions.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Seller Warranties: Warranties given by the seller regarding the shares, company, and business

9. Buyer Warranties: Basic warranties from the buyer regarding capacity and authority

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Confidentiality: Obligations regarding transaction confidentiality and announcements

12. Notices: Process for serving notices under the agreement

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Tax Covenant: Detailed tax indemnities and procedures, used when specific tax risks need to be addressed

2. Non-Competition: Restrictions on seller's competing activities, used when seller remains active in the industry

3. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals

4. Management Provisions: Terms regarding ongoing management if sellers remain involved post-completion

5. Break Fee: Compensation if deal fails under specific circumstances, used in high-value/complex transactions

6. Regulatory Compliance: Specific provisions for regulated industries or when regulatory approvals are required

7. Intellectual Property Rights: Specific provisions dealing with IP transfer or protection, used when IP is material to the business

Suggested Schedules

1. Share Details: Details of the shares being transferred including share certificates and class rights

2. Company Information: Key company details including corporate information, licenses, and material contracts

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: Details of company's real estate assets and leases

5. Intellectual Property: Schedule of company's IP rights and registrations

6. Employees: Key employee information and employment terms

7. Completion Requirements: Detailed list of completion deliverables and requirements

8. Disclosed Documents: List of documents disclosed against the warranties

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions approving the share transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Free Zone Authority
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ministry of Economy
Notice
Parties
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Seller's Warranties
Shareholders
Shareholders' Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Transfer
UAE
UAE Commercial Companies Law
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax Matters
Confidentiality
Non-Competition
Data Protection
Board Composition
Shareholder Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Corporate Governance
Dispute Resolution
Force Majeure
Termination
Notices
Assignment
Costs
Amendments
Severability
Entire Agreement
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Professional Services

Construction

Energy

Telecommunications

Hospitality

Transportation

Education

Media and Entertainment

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Governance

Executive Leadership

Business Development

Investment

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Director

Corporate Secretary

General Counsel

Managing Director

Finance Manager

Legal Manager

Compliance Officer

Corporate Governance Officer

Board Director

Investment Manager

Business Development Director

Commercial Director

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing companies in the UAE, including share transfer procedures, shareholder rights, and corporate governance requirements
UAE Federal Law No. 5 of 1985 (Civil Code): Provides the legal framework for contracts, including general principles of contract formation, validity, and enforcement
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and ownership restrictions in UAE companies
UAE Federal Decree-Law No. 20 of 2018 (Anti-Money Laundering Law): Establishes requirements for due diligence and reporting in financial transactions, including share transfers
UAE Federal Decree-Law No. 8 of 2017 (VAT Law): Governs VAT implications on share transfers and related transactions
UAE Cabinet Resolution No. 31 of 2019 (Economic Substance Regulations): Requires companies to demonstrate adequate economic substance in the UAE
Securities and Commodities Authority (SCA) Regulations: Relevant for public joint stock companies and listed securities, governing share trading and disclosure requirements
Relevant Free Zone Regulations: Specific regulations applicable if the company is established in a UAE free zone, governing company formation and share transfers within the free zone
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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